RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits

RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits RED HERRING PROSPECTUS Dated August 24 ... - Globus Spirits

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174. For the purpose of giving effect to any resolution under the two last preceding articles hereof the Board may settle any difficulty which may arise in regard the distribution as it thinks expedient and in particular may issue fractional certificates, and may fix the value of distribution of any specific assets, and may determine that cash payment shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties and may vest such cash or specific assets in trustees upon such trusts for the persons entitled to the Board. Where requisite, a proper contract shall be filed in accordance with Section 75 of the Act, and the Board may appoint any person to sign such contract on behalf of the person entitled to the dividend or capital fund, and such appointment shall be effective. 175. (1) The company shall keep at the office or at such other place in India as the Board thinks fit, proper Books of Account in accordance with Section 209 of the Act, with respect to: (a) all the sums of moneys received and expended by the Company and the matters in respect of which the receipts and expenditure take place. (b) all sales and purchases of goods by the Company. (c) the Assets and liabilities of the Company. (2) Where the Board decides to keep all or any of the Books of Account at any place other than the office of the Company, the Company shall within seven days of the decision file with the Registrar a notice in writing giving, the full address of that other place. (3) The Company shall preserve in good order the Books of Account relating to the period of not less than eight years preceding the current year together with the vouchers relevant to any entry in such Books of Account. (4) Where the Company has a branch off ice, whether in or outside India, the Company shall be deemed to have complied with the Article if proper Books of Account relating to the transactions effected at the branch office are kept at the branch office and proper summarized returns made up to date at intervals of not more than three months are sent by the branch office to the Company at its offices at other place in India, at which the Company's Books of Account are kept as aforesaid. (5) The Books of Account shall give a true and fair view of the state of affairs of the Company or branch office, as the case may be, and explain its transaction. The Books of Account and other books and papers shall be open to inspection by any Directors during business hours. 176. The Board shall from time to time determine whether and to what extent and at what times and place and under what conditions are regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being Directors, and no person (not being a member) shall have any right of inspecting any account or books or document of the Company except as conferred by law or authorised by the Board. 177. The Directors shall from time to time, in accordance with Sections 210, 211, 212,215,216 and 217 of the Act, cause to be prepared and to be laid before the Company in General Meeting, such Balance Sheets, Profit and Loss Account and Reports as are required by these Sections 178. A copy of every such Profit and Loss Account and Balance Sheet (including the Auditors' Report and every other document required by law to be annexed or attached to the Balance Sheet), shall at least twenty-one days before the meeting at which the same are to be laid before the members, be sent to the members of the Company, to holders of debentures issued by the Company (not being debentures which exfacie are payable to the bearer thereof); to trustees for the holders of such debentures and to all persons entitled to receive notice of General Meeting of the Company. AUDIT 311

179. Auditors shall be appointed and their rights and duties regulated in accordance with Sections 224 to 233 of the Act. 180. The First Auditor or Auditors of the Company shall be appointed by the Board within one month of the date of registration of the Company and the Auditor or Auditors so appointed shall hold office until the conclusion of the First Annual General Meeting provided that. The Company may, at a General Meeting, remove any such Auditor or all of such Auditors and appoint in his or their place any other person or persons who have been nominated for appointment by any member of the Company and of whose nomination notice has been given to the members of the company not less than fourteen days before the date of the Meeting provided further that if the Board fails to exercise its powers under this Article, the Company in General, Meeting may appoint the first Auditor or Auditors. The aforesaid provisions shall mutatis mutandis apply to any Secretarial Auditor appointed under the relevant provisions of the Act. DOCUMENTS AND NOTICES 181. (1) A document or notice may be served or given by the Company on any member either personally or sending it by post to him to his registered address or (if he has no registered address in India) to the address, if any, in India supplied by him to the Company for serving documents or notices on him. (2) Where a document or notice is sent by post, services of the document or notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the document or notice, provided that where a member has intimated to the Company in advance that documents or notices should be sent to him under a certificate of posting or by registered post with or without acknowledgment due and has deposited with the Company a sum sufficient to defray the expenses of the doing so; service of the documents or notice shall not be deemed to be effected unless it is sent in the manner intimated by the member and such service shall be deemed to have been effected in the case of Notice of a meeting,at the expiration of forty-eight hours after the letter containing the document or notice is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post. 182. A document or notice advertised in a newspaper circulating in the neighborhood of the Off ice shall be deemed to be duly served or sent on the day on which the advertisement appears to every member who has no registered address in India and has not supplied to the Company an address within India for serving of documents on or the sending of notices to him. 183. A document or notice may be served or given by the Company on or given to the joint-holders of a share by serving or giving the document or notice on or to the joint-holders named first In the Register of Members in respect of the share. 184. A document or notice may be served or given by the Company on or to the persons entitled to a share in consequence of the death or insolvency of a member by sending it through post In a prepaid letter addressed to him or them by name or by the title of representatives of the deceased or assignee of the insolvent or by any like description, at the address (if any) in India supplied for the purpose by the persons claiming to be entitled, or (until -such an address has been so supplied) by serving the document or notice in any manner in which the same might have been given I the death or insolvency had not occurred. 185. Documents or notices of every General Meeting shall be served or given in the same manner hereinbefore on or to (a) every member (b) every person entitled to a share in consequence of the death or Insolvency of a member, and (c) the Auditor for the time being of the Company. 186. Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by every document or notice in respect of such shares, previously to his name and address being entered on the 312

174. For the purpose of giving effect to any resolution under the two last preceding<br />

articles hereof the Board may settle any difficulty which may arise in regard the distribution as it<br />

thinks expedient and in particular may issue fractional certificates, and may fix the value of<br />

distribution of any specific assets, and may determine that cash payment shall be made to any<br />

members upon the footing of the value so fixed in order to adjust the rights of all parties and<br />

may vest such cash or specific assets in trustees upon such trusts for the persons entitled to the<br />

Board. Where requisite, a proper contract shall be filed in accordance with Section 75 of the Act,<br />

and the Board may appoint any person to sign such contract on behalf of the person entitled to<br />

the dividend or capital fund, and such appointment shall be effective.<br />

175. (1) The company shall keep at the office or at such other place in India as the Board<br />

thinks fit, proper Books of Account in accordance with Section 209 of the Act, with<br />

respect to:<br />

(a) all the sums of moneys received and expended by the Company and the<br />

matters in respect of which the receipts and expenditure take place.<br />

(b) all sales and purchases of goods by the Company.<br />

(c) the Assets and liabilities of the Company.<br />

(2) Where the Board decides to keep all or any of the Books of Account at any<br />

place other than the office of the Company, the Company shall within seven days of the decision<br />

file with the Registrar a notice in writing giving, the full address of that other place.<br />

(3) The Company shall preserve in good order the Books of Account relating to<br />

the period of not less than eight years preceding the current year together with the vouchers<br />

relevant to any entry in such Books of Account.<br />

(4) Where the Company has a branch off ice, whether in or outside<br />

India, the Company shall be deemed to have complied with the Article if proper<br />

Books of Account relating to the transactions effected at the branch office are kept<br />

at the branch office and proper summarized returns made up to date at intervals of<br />

not more than three months are sent by the branch office to the Company at its<br />

offices at other place in India, at which the Company's Books of Account are kept<br />

as aforesaid.<br />

(5) The Books of Account shall give a true and fair view of the state<br />

of affairs of the Company or branch office, as the case may be, and explain its transaction. The<br />

Books of Account and other books and papers shall be open to inspection by any Directors<br />

during business hours.<br />

176. The Board shall from time to time determine whether and to what extent and at<br />

what times and place and under what conditions are regulations the accounts and books of the<br />

Company or any of them shall be open to the inspection of members not being Directors, and no<br />

person (not being a member) shall have any right of inspecting any account or books or<br />

document of the Company except as conferred by law or authorised by the Board.<br />

177. The Directors shall from time to time, in accordance with Sections 210, 211,<br />

212,215,216 and 217 of the Act, cause to be prepared and to be laid before the<br />

Company in General Meeting, such Balance Sheets, Profit and Loss Account and<br />

Reports as are required by these Sections<br />

178. A copy of every such Profit and Loss Account and Balance Sheet (including the<br />

Auditors' Report and every other document required by law to be annexed or attached to the<br />

Balance Sheet), shall at least twenty-one days before the meeting at which the same are to be<br />

laid before the members, be sent to the members of the Company, to holders of debentures<br />

issued by the Company (not being debentures which exfacie are payable to the bearer thereof);<br />

to trustees for the holders of such debentures and to all persons entitled to receive notice of<br />

General Meeting of the Company.<br />

AUDIT<br />

311

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